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Filed by INVITROGEN
Pursuant to Rule 425 under
the Securities Act of 1933
and deemed filed pursuant to Rule
14a-12
of the Securities Exchange Act of 1934
Subject Company:
APPLIED BIOSYSTEMS
Commission File No. : _____-______ |
June 12, 2008
Dear Customer,
I am pleased to
inform you that on June 12, 2008 we announced that Invitrogen and
Applied Biosystems will combine to create a global leader in
biotechnology reagents and systems. We believe our highly
complementary product and service offerings will allow us to
accelerate and drive new discoveries and commercial applications.
The combined company will have a major presence in key growth
markets and exceptional technical capabilities in the areas of
genetic analysis, proteomics, cell biology and cell
systems.
We are very excited about the combination of our two
companies, which we believe will allow us to bring you a vast array
of quality consumables and instruments, new advanced technologies,
and access to an industry-leading team of approximately 3,000 sales
and service employees. Furthermore, the company will have
significant R&D resources and a shared culture of innovation,
which we believe will serve as the basis for strengthening our
portfolio and providing you more comprehensive solutions for your
technology development and specific research needs.
We are
targeting to close the transaction in the fall of 2008. In the
meantime, there will be no change in your current ordering practices
for Invitrogen products. Should there be any change to your service
or representation when the transaction is completed, we will inform
you in advance. As always, we are committed to providing you with
the same quality and commitment you've come to expect from
Invitrogen over the years.
We believe the combination of
Invitrogen and ABI will help us to better meet your needs. We look
forward to building upon our relationship with you and hope you
share our enthusiasm about our exciting future. We appreciate the
confidence that you have put in us and will continue to work hard to
earn your trust.
For future updates, please visit our website
at http://www.uptilt.com/c.html?rtr=on&s=hfi,108p4,1juk,c5qk,78sa,dcw7,82ke.
Sincerely,
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Bernd Brust
Senior Vice President,
Global Sales & Marketing
FORWARD-LOOKING
STATEMENTS
Certain statements contained herein are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995, and Invitrogen and Applera
intend that such forward-looking statements be subject to the safe
harbor created thereby. Forward-looking statements may be identified
by words such as "expects," "anticipates," "intends," "plans,"
"believes," "seeks," "estimates," "will," or words of similar
meaning and include, but are not limited to, statements about the
expected future business and financial performance of the Applied
Biosystems Group of Applera, Invitrogen and the combined company.
Such forward-looking statements include, but are not limited to,
statements relating to financial projections, including revenue and
pro forma EPS projections; success in acquired businesses, including
cost and revenue synergies; development and increased flow of new
products; leveraging technology and personnel; advanced
opportunities and efficiencies; opportunities for growth; and
expectations of prospective new standards, new delivery platforms,
and new selling specialization and effectiveness. A number of the
matters discussed herein that are not historical or current facts
deal with potential future circumstances and developments, in
particular, information regarding the new company, including
expected synergies resulting from the merger of Invitrogen and
Applera, combined operating and financial data, future research and
development plans and whether and when the transactions contemplated
by the merger agreement will be consummated. The discussion of such
matters is qualified by the inherent risks and uncertainties
surrounding future expectations generally and other factors that
could cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. Such risks
and uncertainties include, but are not limited to: the failure to
realize capital and operating expense synergies; the result of the
review of the proposed merger by various regulatory agencies, and
any conditions imposed on the new company in connection with
consummation of the merger; approval of the merger by the
stockholders of Invitrogen and Applera and satisfaction of various
other conditions to the closing of the merger contemplated by the
merger agreement; and the risks that are described from time to time
in Invitrogen's and Applera's respective reports filed with the SEC,
including Invitrogen's annual report on Form 10-K for the year ended
December 31, 2007 and quarterly report on Form 10-Q for the quarter
ended March 31, 2008 and Applera's annual report on Form 10-K for
the year ended June 30, 2007 and quarterly reports on Form 10-Q for
the quarters ended September 30, 2007, December 31, 2007 and March
31, 2008, as such reports may have been amended. This document
speaks only as of its date, and Invitrogen and Applera each
disclaims any duty to update the information
herein. | |
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